Prospect Ventures Inc. (fka IVAP)

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http://www.wikinvest.com/stock/Dussault_Apparel_(DUSS)/Filing/8-K/2011/F94080688

Item 1.01 Entry into Material Definitive Agreement

Item 2.01 Completion of Acquisition of Assets
On April 9, 2010 our company entered into an Asset Acquisition Agreement with Open Sundaes Ventures Ltd. (“Open Sundaes”) for the acquisition of certain assets relating to the business of the production and development of beauty and bath products including inventory, intellectual property and business knowhow. In consideration for the acquisition of these assets, our company paid $60,000 and agreed to issue an aggregate of 4,000,002 shares of its common stock to the shareholders of Open Sundaes. The issuance of the common stock was done without a prospectus in reliance on exemptions under Regulation S of the Securities Act of 1933, as amended. The Asset Acquisition Agreement was approved by the shareholders of Open Sundaes at a special meeting held on April 22, 2010.

Item 3.02 Unregistered Sales of Equity Securities
Of the 4,000,002 shares of our common stock to be issued under the Asset Acquisition Agreement, we issued an aggregate of 1,026,841 shares of our common stock on December 14, 2010 to eleven (11) non-U.S. persons (as that term as defined in Regulation S of the Securities Act of 1933), relying upon Regulation S of the Securities Act of 1933. The remaining shares under the agreement have not yet been issued and their issuance will be disclosed under a separate Form 8-K, as the remaining Open Sundaes shareholders provide certain required information.

Item 9.01 Financial Statements and Exhibits.

10.1 Asset Acquisition Agreement with Open Sundaes Ventures Ltd., dated April 9, 2010.